01Scope
These terms apply to all business relationships between Cediro Consulting GmbH (the „Contractor“) and the client in connection with consulting, implementation and service work in the field of AI automation and go-to-market systems.
Conflicting terms and conditions of the client are not recognised unless the Contractor expressly agrees to them in writing. These terms also apply where the Contractor performs the service without reservation while aware of conflicting client terms.
02Conclusion of contract
A contract comes into effect when both parties sign an individual service agreement, an order confirmation or a quotation. Presentations, demos and initial calls are non-binding.
Verbal side agreements require written confirmation to be effective.
03Scope of services
The nature and extent of the services follow from the respective service agreement. The Contractor performs its services according to the principles of proper professional practice. It owes the agreed service, but not any particular commercial outcome.
Changes or extensions to the scope of services require a written agreement. Additional work is remunerated on a time-and-materials basis at the agreed or customary hourly or daily rates.
04Client's duty to cooperate
The client provides all necessary information, access and documents in full and in good time. Delays caused by missing or late cooperation may lead to an adjustment of deadlines and remuneration. The client names a single point of contact with decision-making authority.
05Remuneration and payment
Remuneration is governed by the respective service agreement. All prices are net and exclusive of statutory VAT.
Invoices are payable in full within 14 days of the invoice date.
In the event of late payment, the Contractor is entitled to charge default interest of 9.2 percentage points above the base rate of the Austrian National Bank.
06Confidentiality and data protection
Both parties treat confidential information as confidential and use it only for the contractually agreed purpose. The Contractor processes personal data exclusively within the framework of the GDPR and the Austrian Data Protection Act. Where processing is carried out on the client’s behalf, a separate data processing agreement pursuant to Art. 28 GDPR is concluded.
07Intellectual property and rights of use
Methods, frameworks, templates and tools developed before or independently of the engagement („background IP“) remain the property of the Contractor.
Upon full payment, the client receives a simple, non-transferable right to use the client-specific work results within its own business operations.
08Liability
The Contractor is liable for damages only in cases of intent and gross negligence. In cases of slight negligence it is liable only for personal injury. Liability for indirect damage, consequential damage and loss of profit is excluded to the extent permitted by law.
Liability is limited in amount to the net remuneration agreed in the respective engagement. This limitation does not apply to personal injury or damage caused intentionally.
The Contractor is not liable for the output of third-party AI systems. The client reviews AI-generated results on its own responsibility before using them.
09Term and termination
The term follows from the respective service agreement. Ongoing consulting and service agreements may be terminated in writing with 30 days’ notice to the end of the month.
The right to extraordinary termination for good cause remains unaffected. Services rendered up to termination are invoiced pro rata.
10Use as a reference
The Contractor is entitled to name the client as a reference customer and to use the project in anonymised form for marketing purposes, unless the client objects in writing.
11Force majeure
Neither party is liable for non-performance or delayed performance to the extent that it is attributable to force majeure (natural disasters, pandemics, strikes, official orders, outages of third-party services).
12Final provisions
Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.
The place of jurisdiction is the court with subject-matter jurisdiction at the Contractor’s registered office (Landesgericht Krems an der Donau), provided the client is an entrepreneur within the meaning of the Austrian Commercial Code (UGB).
Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. Amendments and additions must be made in writing.
13Language of these terms
This is a translation provided for convenience. The German version is the legally binding one; in case of discrepancies, the German text prevails.
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